Kodak 2011 Annual Report Download - page 440

abstracts from such records and other documents to the extent provided in Section 5.01(e) of the Credit Agreement. If any Grantor does
not have an organizational identification number and later obtains one, it will forthwith notify the Agent of such organizational identification number.
(b) Except as otherwise provided in this subsection (b), each Grantor will continue to collect, at its own expense, all amounts due or to
become due such Grantor under the Assigned Agreements and Receivables. In connection with such collections, such Grantor may take (and, at the
Agent’s direction, will take) such action as such Grantor or the Agent may deem necessary or advisable to enforce collection of the Assigned Agreements
and Receivables; provided , however , that the Agent shall have the right at any time, to the extent permitted by and in accordance with the Interim Order
(and when applicable, the Final Order) and without further order from the Bankruptcy Court, upon the occurrence and during the continuance of an Event of
Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Assigned Agreements and Receivables of the
assignment of such Assigned Agreements to the Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor
thereunder directly to the Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Assigned Agreements and
Receivables, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done,
and to otherwise exercise all rights with respect to such Assigned Agreements and Receivables, including, without limitation, those set forth in Section 9-
607 of the UCC. After receipt by any Grantor of the notice from the Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds
(including, without limitation, instruments) received by such Grantor in respect of the Assigned Agreements and Receivables of such Grantor shall be
received in trust for the benefit of the Secured Parties, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Agent in
the same form as so received (with any necessary indorsement) to be deposited in the Agent Sweep Account in the United States and either (A) released to
such Grantor so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing,
applied as provided in Section 19(b) of this Agreement or as provided in Section 2.18(h) of the Credit Agreement, and (ii) such Grantor will not adjust,
settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement, release wholly or partly any Obligor thereof or
allow any credit or discount thereon other than credits or discounts given in the ordinary course of business.
Section 11. As to Intellectual Property Collateral
(a) With respect to each item of its Intellectual Property Collateral material to the business of the Company and its Subsidiaries, each
Grantor agrees to take, at its expense, all commercially reasonable steps as determined in Grantor’s reasonable discretion, including, without limitation, in
the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of
such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and
maintenance (in accordance with the exercise of such Grantor's reasonable business discretion) of each patent, trademark, or copyright registration or
application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees
and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental
authorities, the filing of applications for
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